As the baby boomers grow into older adulthood, the number of Americans aged 65+ rises 175% over the next twenty years when older adults will comprise ~20% of the population by the year 2030. As such, understanding the psychological and neural mechanisms supporting their emotional health and well-being is of the utmost importance. Happily, while cognitive abilities decline, older adults report more positive emotion in their daily lives and preferentially attend to and remember positive stimuli and events. Exactly why older adults exhibit these positivity biases is not yet clear, however. Among the possible reasons, how older adults regulate their emotion has been advanced as a potentially key factor in need of further investigation. Evidence suggests that older adults have chronically activated goals to regulate their emotion and effectively use strategies that influence the situations in which they place themselves, how they attend to them, and how their emotions manifest in overt behavior. However, one can't - and perhaps shouldn't - always try to avoid, modify, ignore or suppress expressive responses to the stressful health/mortality-related situations that become frequent in older age. Another regulatory option would be to use reappraisal, a cognitive strategy whereby changing one's interpretation of events changes one's emotional responses to them. Reappraisal is among the most effective and beneficial regulatory strategies for maintaining mental, physical and social health. Unfortunately, it isn't yet clear whether older adults are adept at using reappraisal, and what psychological and neural mechanisms determine their level of reappraisal skill. Of the few studies focusing on reappraisal in aging, some suggest impairment and others do not. Here we use fMRI to systematically examine whether, when and why older adults are effective at reappraisal. As such, this proposal responds directly to FOA PAR- 11-337's's call for applications that examine social, affective and cognitive behaviors of relevance to aging at the behavioral, psychological and neurobiological levels. Guided by a model of the neural systems supporting effective reappraisal in young adults, we will test hypotheses about the contexts where reappraisal ability could be impaired - or intact - in aging. We hypothesize that the extent to which an older adult can effectively reappraise depends on two kinds of factors, each a focus of one of our Specific Aims. Under Aim 1 we will conduct two experiments examining the extent to which older adults ability to reappraise depends on specific cognitive processes involved in the reappraisal strategies/tactics that are deployed. Under Aim 2 we will conduct two more experiments asking how older adults ability to reappraise depends on their goals to decrease or increase emotion, and whether their chronic regulatory goals lead them to effectively initiate regulation on their own. Together, these studies could have important implications for understanding both normal and abnormal emotional health in older age and foster development of interventions that enhance well- being and the ability to cope with the stress associated with the physical and cognitive decline of older age.